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Exhibit
10.8
Procera
Networks
October 18,
2004
Mr. Gary J.
Johnson
16791 Frank
Avenue
Los Gatos, CA.
95032
Dear Mr.
Johnson:
We are pleased
to offer you employment commencing October 18, 2004 with Procera
Networks, Inc. (the "Company") in the exempt position of
Senior VP of Sales and Marketing , reporting to
the President/CEO.
You will be
compensated as follows:
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Compensation:
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You will
receive a base salary of $120,000 per year and the opportunity to
earn an additional $80,000 annually in commissions by meeting
agreed upon quota objectives for a fiscal year, beginning with
fiscal 2005. You will also have the opportunity to earn additional
commissions in the event you exceed quota objectives and we will
put an acceleration percentage in place when the 2005 quota plan in
finalized. For this current quarter, it is agreed that the quota is
$400,000. Upon completion of a funding of $3M, you will receive a
draw of 50% of commissions for the following three months, with an
adjustment at the end of the quarter to reflect actual commissions
earned.
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Option
Grant:
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On October 12,
2004, our Board of Directors approved a stock option grant to you
to purchase 500,000 shares of Procera Common Stock, with vesting as
set forth below:
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Vesting:
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You will vest
83,500 shares upon completion of six months of employment and
thereafter 13,883 shares per month for the next 30 months. As a
senior executive of the company, subject to the discretion of the
Plan Administrator, these options will be subject to accelerated
vesting in the event of change of control or sale of the company.
These provisions will be specifically spelled out in the option
agreement that will be provided to you by the company.
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